Not Even Memories
by The Xylia
Summary: Kitty gets amnesia and ends up seperated from the other X-Men without any memory of who she is. (If you don't know who Kitty is, don't worry; I explain everything.) Rated PG for mild action-violence.
1. Prologue

Author's notes:

Disclaimer: The idea of X-Men, along with all of the named characters and places/things in this chapter such as Xavier's school, all belong to Marvel comics, the creators of the X-Men comics, the people that made the movies, and anyone else officially involved with X-Men. I am not making any money from this. (Heck, I'm losing money, if anything, since I'm spending my time writing without getting paid at all.) However, this story-line is mine; please don't use/steal it or main details from it.

This is my first fan-fiction ever. I daydream about books and movies I like tons, but I've never written them down before. Also, I've read a couple comics and seen the movies, but I don't know nearly as much about X-Men as I'd like to. Therefore, there's a good chance I won't depict some of the characters exactly as they should be (especially since I may have to make some details up) and will make other minor, detail-oriented mistakes. Corrections on these would be greatly appreciated.

My point is that this may not be the greatest ever, but I'll do my best.

On a different subject, though Kitty isn't really in the movies, I've chosen to put this in the movie-based section. This is because, as I said before, I don't know much about X-Men outside of the movies; and this is mainly (see below) set shortly after X2. (So yes, there are spoilers.) For those of you who don't know anything past the movies (not that there's anything wrong with that), I'll list the four appearances/mentions of Kitty in the movies that I can remember off the top of my head:

1) X-Men: In the beginning, Senator Kelly mentions that there's a girl who can walk through walls, and what if she walked in to a bank vault or someone's home?

2) X-Men: When Logan first goes into Xavier's office and interrupts a physics class, one girl hangs back and says goodbye to Xavier. When she leaves, she walks through the door.

3) X2: During the attack on the school, one girl goes through her bed and the floor and runs through various soldiers and walls.

4) X2: At the end, when Xavier is talking to the president, and the president asks him how he got the folder, Xavier said he knows a girl who can walk through walls.

Kitty's main power is, obviously, walking through things. While she is doing this she looks normal, but if you tried to touch her you hand would go through her. She can "phase" her whole body or just parts. She can somehow walk on the floor as she goes through a wall, something I haven't totally figured out yet. She also can mess with electronics and walk on air (by doing the same atomic thing that allows her to go through things).

During the time of writing, Kitty is a student at the school. When she first discovered her powers she ended up in an attack on the X-Men and helped them to escape when they were captured, so she knows about the X-Men. In this story she is fourteen years old, and has been a student of Xavier's school for about a year. Kitty was originally an X-Woman herself (she may have become a student later, I'm not sure), but right now she is a student.

Any other relevant information about her will be explained in the story.

This is set in an AU (Alternate Universe…at least, I think that's what it stands for). Most everything is the same as in the movies, but a couple details are different. (You'll see.)

Telepathy is shown in _italics_.

At any rate, please enjoy and review!

* * *

Kitty make an odd sound somewhat between a gasp and a sob, falling to her knees. She clutched her bleeding side, vision blurred with tears of pain. The girl was barely aware of the others around her, though most of them were either yelling or screaming hysterically. Mentally cursing herself for not phasing through the flying piece of metal in time, Kitty stumbled to her feet, trying to get out of the battle long enough to regain her senses. Phasing through everything she came across, Katherine Pryde managed to succeed.

Once she had lowered her chances of being hit by crossfire, Kitty pulled up her shirt to look at her side. She was relieved to find that the gash was quite shallow, though very painful and ugly looking. Tearing a strip out of the bottom of her shirt – and inwardly wincing slightly; the shirt hadn't been cheap – she tied it around her ribs in an attempt to slow the bleeding. That done with, Kitty surveyed the scene in front of her a moment.

One word could sum up this entire section of the mall: chaos. X-Men and their students were scattered over the area, some trying their best to fight, others cowering, obviously trying to disappear. Dozens of innocent and panicked shoppers stampeded each other as they all tried to escape at once. Kitty's gaze, though, was drawn to the other group present. She wasn't sure exactly who they were – their red uniforms meant nothing to her – but that didn't really matter at this second. All that matters was that they were the only ones with any sort of order, and they were also the only ones who were armed.

Well, that wasn't quite true. They were the only ones with firearms, but most of the mutants from Xavier's school could use their powers to defend or attack in some way or another. The firearms were winning, though. Kitty felt her breath catch in her throat as she saw friend after friend fall.

A groan at her feet made her look down. One of the students was at Kitty's feet, just barely conscious. As Kitty dropped back down to her knees, the boy slipped back into unconsciousness. With a relieved sigh, "Shadowcat", as she liked to call herself, saw that the boy was merely tranquilized. Looking over the battle with this new knowledge, Kitty realized that the firearms the attacking men had didn't kill.

The girl almost collapsed with relief. All her friends she had saw die – they weren't really dead. Of course, they were on the verge of getting captured instead, but even that was probably better than death. Probably.  
Grabbing the same chunk of sharp metal that had cut her, Kitty plunged into the fray. She whacked every red-uniformed person she saw with it, phasing through the tranquilizers they shot at her. The problem with uniforms, she thought, was that they clearly told your enemies who you were. Kitty decided that she should mention that to Professor X the next time she saw him. Though she liked the X-Men uniforms, or at least what they symbolized, she didn't think they would be helpful under these circumstances, where it wasn't immediately obvious who everyone was. Someone disguised as an innocent could do quite a bit of damage to the unsuspecting enemy, while the X-Men could quickly identify each other well enough not to accidentally attack one of their un-uniformed own.

These thoughts flashed through Shadowcat's head in half a second as she fought. There were less of the Reds now, she realized. Pausing for a second, the girl realized that more X-Men had arrived, completely changing the odds. Many of the Reds were down, though those still standing fought ferociously.

Backing up, Kitty surveyed the scene and smiled slightly. Though the battle wasn't over yet, the victory of the X-Men wasn't in doubt. A stray bullet – the Reds were using true bullets now? – hit a nearby beam of wood. Kitty didn't realize it, but the beam was supporting the overhang she was standing under. If she _had_ realized that, she could have phased through the chunks of cement that fell from the ceiling. But she didn't see them. A fist-sized piece hit her square on the head. No one, mutant or "normal" human, saw her crumple.

* * *

The girl's eyes fluttered open slowly. Groggily, she stood and looked around her. Pieces of cement littered the ground underneath the overhang she now realized she stood beneath. The ceiling, she noticed, was laced with cracks, and chunks were missing.

Unsure of what had happened, the girl studied the large area of the mall she was in. Red-uniformed men, armed to the teeth, were shooting at men, women, and children. Looking again, the girl realized that many of the attackers were fighting back. She gasped as she realized that those people seemed to have impossible abilities – mutants? They must be. The girl couldn't remember ever seeing a mutant, or even hearing about them, but she somehow knew about them.

Through the flurry of battle, she couldn't see each individual mutant, just the effects of what they were doing. Something about a bright red bolt of light that flashed across the room seemed vaguely familiar, but the feeling faded before the girl could think of why.

She suddenly realized that she was a sitting duck here. If someone tried to attack her, the girl knew they would succeed. Spotting a jagged hole in one wall, she made a mad dash for it, keeping as low as she could. Bursting out into open air, she kept running until she couldn't hear the battle.

Completely confused and bewildered, the girl sank against a wall and put her head in her hands. What was going on? How had she gotten in the middle of…that? He clothes were a mess, ripped and dirty. She could feel something warm and wet on the top of her head; when she touched it, her hand came away red.

The girl moaned in frustration and cast back further in her memory. Nothing. Just plain nothing. The only things she could remember were stuff that had nothing to do with her, such as what a wall was, how to put on socks…Nothing else. Not even a name.


	2. Chapter 1: The Shelter

Author's notes: 

Disclaimer: The idea of X-Men, along with most of the named characters and places/things in this chapter such as Xavier's school, all belong to Marvel comics, the creators of the X-Men comics, the people that made the movies, and anyone else officially involved with X-Men. The only named characters who belong to me in this chapter are Artemis, Vic, Sara, and Anna; I also created the shelter. I am not making any money from this. (Heck, I'm losing money, if anything, since I'm spending my time writing without getting paid at all.) However, this story-line is mine; please don't use/steal it or main details from it.

Almost two weeks updating…That's not that bad, is it, considering the length? Author's notes in the prologue have been changed; if you have not read them since this chapter was added, please look at them again. As always, please review.

**

* * *

**

Diane laughed. Since finding this shelter a week ago, after two days of wandering, she had been quite happy. Mornings and evenings she spent socializing, nights she slept in a nice bed, and during the day she helped out at and around the shelter. (The two cuts, one on her head and another on her side, had almost healed, and she didn't expect any problems with them.) As long as she was working, no one minded her staying in the least.

Her life was still far from perfect, but Diane was getting used to it. She still couldn't remember anything about herself before the fight, but Diane didn't see another option. Diane – she had decided shortly after discovering that she had no memory of her past that she needed a name. Diane, for no particular reason, had appealed to her. So now she was Diane.

The girl's thoughts returned to the present in time for her to hear a round of hysterical giggles going through the room five girls, including Diane, slept and lived in. This shelter was a bit odd, really. There didn't seem to be any limit on how long someone could stay. The girl sitting across from Diane, Artemis, had been staying there for over a year.

"So, so, I told him that my limo was one street over, and he actually believed me and ran off to see it!" Anna gasped between laughs. Diane laughed along with the other girls, even though she didn't know what Anna was talking about.

After a while the casual conversation turned into a political debate. Diane joined in the conversation about the president election coming up in a year, and she soon discovered she knew as much about it as the other girls. She didn't understand how this worked, but somehow she could remember everything except personal things.

"Of course, Lindon is anti-mutant," Artemis commented, sending the debate in that direction. For some reason, Diane felt herself arguing for mutants. She couldn't recall any specific reason why, but she sympathized with them. To her further surprise, all four of the other girls seemed to share her view wholeheartedly, which was fairly uncommon. In fact, they seemed far more defensive of mutants than Diane herself was.

An hour later they all rolled into bed as the lights automatically turned off. Diane sighed in contentment. She didn't know how long she could keep this up before she became bored out of her mind, but for now this was fine.

* * *

Diane's eyes snapped open. For a moment she wasn't sure what had woken her, but then she heard whispers and noticed faint light. "-just don't know." Diane recognized Sara's quiet voice. 

"She _sounded_ like she wouldn't betray us," Anna said slowly, obviously thinking aloud.

"Just pretending that we know for sure we could trust her, the less people who know, the better. What if she slipped? Just once could do us all in." That was Artemis.

"I guess you're right," agreed the last girl, Vic. "Anyway, we shouldn't spend this time arguing over that. This is the only time we get to practice."

A murmur of agreement met Vic's words. "Let's split into pairs, then," Artemis announced. She seemed to be the leader of whatever they were doing, which wasn't surprising; she did have that sort of personality.

Diane shifted her head slightly so she could see the four girls. She couldn't tell which was which, but she could tell that two of them were staring at each other. The other two were doing a very odd exercise. One had a ball of water hovering over her hand. She tossed it to the girl opposite her, zigzagging the ball as the other girl seemed to be causing concentrated bursts of heat, trying to hit the ball. At least, Diane saw the air shimmer, as if it was over a fire or something. When the thermal girl succeeded, the water girl created another ball and tried again.

Diane stared at this scene for quite a long time. Eventually they seemed to tire, the water-and-heat pair growing clumsy and the slumped posture of them all proclaiming exhaustion.

"I'm done," Anna finally gasped, wiping her forehead. Now that they were both talking and visible to Diane, she could tell that Anna was the water girl, Sara the one who created the thermals, and Artemis and Vic the two who had been staring at each other.

The others nodded and rolled into their beds, whispering good-nights. Artemis quickly turned off their flashlight/lantern and hid it under her bed. Someone mumbled something about Sara's turn tomorrow night, and then they all went to sleep.

* * *

Diane woke up the next morning a few minutes before the other girls and stared at them for some moments. Last night's secret meeting among them was burned into her brain far too vividly for it to have been a dream. So Sara and Anna were mutants. It would seem that Artemis and Vic must be mutants too, then. Probably. That would certainly explain their views on mutant-related politics. 

The girl wondered what, if anything, she should do with this knowledge. Turning them in to the police or some anti-mutant group was not an option, of course. The question was if she should reveal that she knew about them. She guessed that it was her they had been discussing whether or not to tell. They seemed to have decided not to tell her what they were discussing (presumably that they were mutants). After thinking about it for a couple minutes, Diane decided not to say anything. Anyway, some instinct of hers said that just because someone was a mutant didn't automatically mean they were good guys. Diane couldn't give any examples of this, but that instinct was very strong.

But Diane wasn't just going to let this go. As far as Artemis and the others were concerned, she knew nothing, but Diane fully intended to spy on all their little training sessions – that must be what they were doing – and find out everything she could about them. She wasn't quite sure why, but besides natural curiosity, her instincts were firmly saying to learn more.

Instincts. Diane sometimes thought they were only partly true instincts; maybe they were her brain's reactions to her circumstances using her lost memories. But when she tried to think of _why_ she felt a certain way, she couldn't. Diane sighed. It would probably be best if she followed those "instincts", as they apparently knew more about her past life than she herself did.

Artemis and Vic sat up in their beds almost simultaneously, which was normal for them. Diane had never paid any more than a fleeting thought about that, even after seeing it happen every morning, but now she wondered how they did it, if it was more than a coincidence.

Noticing Diane looking at her, Vic smiled. She was a kind, strong-willed girl. She didn't seem to mind letting Artemis lead in most things, though Artemis, about the opposite of shy and quiet Sara, was bossy, stubborn, and could be incredibly unpleasant. But most of the time Artemis acted nicely, if not gently, and she definitely was a good leader. Anna, quite simply, was a bubbly teenage girl. Whatever had made her come to this shelter hadn't damaged her spirits.

Diane smiled back and slowly got out of bed, stretching. Anna and Sara, woken by the three girls chatting, also rose. They ate breakfast and talked like normal. Diane did ask Artemis if she had gotten a good night's rest, and was met with a casual "Fine".

The day passed normally. Diane and Sara helped around the shelter while the others went to their various work. This time, when they all went to bed, Diane remained awake. She guessed that the meetings were fairly early in the night; she probably would have heard an alarm if they used one, so it must be early enough for the girls not to loose too much sleep waiting for the right time.

Sure enough, Diane's watch read eleven o'clock, only an hour after lights went out, when Sara, only a silhouette to Diane, silently rose from her bed. She crept first up to Diane, peering at her carefully. She seemed to believe that Diane was asleep, because she next went to Artemis and shook her awake. Artemis rose equally quietly and woke Anna; Vic rolled out of bed a few seconds after Artemis had.

Diane, who had previously positioned herself so she'd be able to see the middle of the room without moving, watched this all. She saw Artemis pull out the lantern/flashlight and switched it on, faintly illuminating the room.

"We have a problem," she announced in a tense whisper. "Diane. She's been acting a bit odd today. I wouldn't think anything of it, except when I tried probing her mind, just to see what was going on, I found barriers that I couldn't get past."

Vic, looking worried, asked, "Why didn't you tell me? I could have tried."

"You know I'm not strong at all. If she's a stronger telepath like I think she is, she could intercept anything I told you," Artemis snapped back.

Diane bit her lip to keep from gasping. Artemis thought she was a telepath? Artemis herself must be a telepath, then. Vic, too, if she could have "tried". But how could Diane be a telepath? Wouldn't she be able to hear everyone's thoughts? But if she wasn't, where would the mental barriers – assuming Artemis wasn't lying – come from?

After a fairly long pause Vic spoke. "I can't get past the barriers either," she admitted, causing Diane's eyes to widened further as she realized Vic was probing her _now_. "And she's asleep now," Vic continued.

Sara opened her mouth, but the sound of glass shattering cut her off. All of their heads jerked up. Someone elsewhere in the shelter shrieked.

"Come on!" yelled Artemis, leaping up. The others also sprang to their feet, but Anna and Sara hesitated, not following the other two to the window.

"Shouldn't we wake Diane?" Sara ventured.

Artemis shook her head. "I don't like leaving her here, but we can't let her tag after us."

Diane, her eyes now closed as she pretended to sleep, heard the window open and four girls crawl/fall out of it on to the grass right outside. As soon as she thought they were far enough away, Diane leapt out of bed and followed them out the window. Spotting four retreating backs barely visible in the darkness, she ran after them.

She had almost caught up when five armed men jumped in front of her roommates. Diane saw them jump back, plainly terrified.

"Don't give us any trouble, muties, and we won't hurt you," growled the man that seemed to be the leader.

Diane could see Artemis' back stiffen further. She must have done something telepath, because the men stumbled back a step as though scared. Sara raised her hands, pointing her palms towards the men. "This can get much hotter," she warned them, her voice sounding serene in her concentration.

The men raised their arms to shield their faces from the intense heat Sara must have been projecting. The leader raised his gun and, aiming it at Sara, pulled the trigger. Diane felt her breath catch in her throat as the machine gun spat bullets at the mutant. Sara dropped to the ground, but Diane thought that she was just trying to avoid the bullets, and wasn't actually hit.

"No!" Vic shrieked, flinging up her arms. The man firing jerked, obviously under Vic's telepathy, sending the bullets harmlessly into the ground instead of hitting Sara. The other men raised their own guns and the mutants began to fight in earnest.

Something snapped inside Diane as she watched Anna desperately trying to blind the men with spurts of water. Though the girls had deserted her, Diane still couldn't help considering them her friends. Diane leapt up and ran toward the fight. She saw a gun, dropped in the chaos, and dove for it. Grabbing it, she carefully kept her fingers away from the trigger, using the firearm as a non-lethal club.

One of the men turned on her and fired, point blank, at her head. Diane dimly heard Sara yell her name as instinct completely took over, even more than it had five seconds before. Before, defending her friends felt right, particularly because they were mutants. She couldn't explain why – it just did. Now, she knew exactly how to go about fighting: the best techniques, little things such as remembering to look behind her, that, if forgotten, could be the last mistaken she made.

At this moment she felt an odd tingling feeling over her entire upper body. It wasn't unpleasant, just definitely…different. And, somehow, the bullets passed right through her head! She didn't even feel them, at least not in a painful way. The tingling just increased slightly where the bullets when through her. But the fact that they did go through her didn't surprise her in the least; in fact, that was what was supposed to happen.

But Kitty – she wasn't thinking about her name now, but if someone had asked her what it was she would have said Shadowcat or Kitty – wasn't just going to stand there, waiting for someone else to try to shoot her. Oh, no. Not at all. Shadowcat became a flurry of motion, hitting the men with the barrel of her gun, phasing through them when it was to her advantage.

Before long five men were lying on the ground. Three of them had bruises forming on their heads, and the other two simply seemed to have gone to sleep, probably from Artemis' or Vic's telepathy.

The four other girls stared at Diane, who had dropped the gun and was cradling her head in both hands, in disbelief. Just then, she had been who she was before, before her memory loss. But now…Diane closed her eyes. All she could remember was what had just happened, not why she had done it or what she had been thinking.

Fighting down panic, Diane reviewed what she remembered. This wasn't the best time to be doing this, she knew, but she _had_ to do it before she forgot whatever might still be there, hiding in her memory someplace Diane could actually access. Her name…she could think of nothing besides Diane. But whoever she was before could go through things, she knew that much. She had just done it probably a dozen times. Trying to do it again, Diane focused on the tingly feeling that seemed to accompany the going-through thing. She reached down to pick up the gun, watching her hand intently. She actually felt tingly now, so maybe…She made to pick up the gun, but concentrated completely on going through it. It worked.

Diane reeled back, pulling her hand from where it was _inside_ the gun. She lost the tingly feeling, but she wasn't thinking about that anymore. The girl – the mutant, as she realized she must be – stared at her hand, then the gun, and back. Her breaths were short and shallow and she felt faint.

"Diane?" It was Artemis, for once sounding unsure. Diane looked up to see the four girls watching her with a mixture of fear, apprehension, and curiosity.

"What?" Diane's voice came out sharper than she had intended.

"I think this attack happened because…because the four of us are mutants. We're leaving now. Would – would you like to come with us?"

Diane stared at Artemis. This was the last thing she had expected. Of course, Artemis probably thought – correctly – that Diane was a mutant, so her offer made sense. A part of Diane wanted to reject it, yell that Artemis would have deserted her before, but she pushed that down, at least for now. Another part wanted to sit down and just try to remember everything. But Diane had just tried that, and she knew she still couldn't remember anything from her past – her only clues were the way she had acted when she _had_ remembered, those few brief moments. They were already a blur from the action, but Diane was now quite sure that what she could remember of them now, she would remember just as well in a few hours.

Most of her wanted to be with fellow mutants, people she could probably count on not to betray her. Even if she couldn't trust them, simply tagging along with world-wise mutants could provide her with invaluable knowledge.

"Diane?" Artemis prompted, watching her uncertainly. Abruptly, Diane realized that she had been staring into nothing for several seconds as she thought.

"I – I'd like that. Yes," Diane said slowly.

Artemis looked slightly relieved, and Diane wondered if the telepath had thought she might attack. Vice smiled welcomely at Diane, Sara seemed to be thinking this new development over, and Anna just seemed unsure.

"Well, let's go, then." Artemis sounded like she was almost suggesting this, still unsure and a bit fearful.

"Oh…Can you remove your telepathic barriers?" she asked suddenly. "Vic and I are – telepaths. Anna and Sara are mutants too." Obviously, Artemis wasn't used to speaking about this sort of thing. "It's easier if we can communicate through thought."

Diane wondered if she could fake surprise that they were mutants, but she rejected the idea. Those telepathic barriers again…How could Diane remove them if she couldn't even feel them?

"I don't know how," she admitted. "I don't even remember how they got there."

"You're not a telepath?" Artemis asked, bewildered.

Diane shook her head. "No. At least, I don't think so." Testing, she tried to read Sara's mind. Nothing happened.

"Don't think so?" repeated Vic, joining in the conversation. She seemed to be the only one who understood and agreed, without any doubts, with what they were doing. "Wouldn't you know?"

"I don't remember," Diane snapped, tried and failing to keep frustration out of her voice. "I don't remember anything about my past."

"Oh. I'm sorry." Vic sounded very sincere. "Is there any way we can help?"

"I don't think so," Diane sighed. "Not if I somehow have telepathic barriers."

"You know, for someone who just discovered you've been rooming with mutants, you don't seem very surprised," Anna commented, frowning slightly.

Diane hesitated. "I didn't just find out," she confessed finally. "I woke up in the middle of last night and heard you all talking. And doing those exercises."

The other girls stared at her. "But you didn't say anything?" Vic asked, then gasped slightly.

Diane's eyes widened. "No, I didn't. Honest. I had no idea this was going to happen." She gestured vaguely around her.

Vic nodded, seeming to believe her. "So why didn't you? Tell, I mean."

Diane blinked. That should have been obvious, but maybe Vic just wanted to hear her confirm it. "I…I think I'm a mutant, too. I mean, I must be. I can go through things!" Her voice rose in pitch at the end.

Vic nodded slowly. "You didn't know you're a mutant?"

Diane shook her head. "I don't remember anything about my past, remember? I woke up about a week and a half ago in the middle of a fight, with no memory about what had happened. I don't remember anything except stuff that doesn't have anything to do with me. But I did! Just then, when we were fighting. Except I don't remember it anymore."

"The fight?" Anna asked, confused.

"No, the – the memories that came back with it. They're gone."

A long silence ensued, finally broken by a shriek of, "Don't shoot!" It sounded like one of the adult volunteers. The five mutants looked in the direction of the yell, but their view was blocked by buildings, if they would even have been able to see anything in dim light.

"We need to go," Artemis announced. This time it wasn't a question. She turned to Diane. "If you're coming along, you're going to be part of the group. And you may have noticed that I'm pretty much the leader of this group. So are you okay with that?"

Diane raised her eyebrows slightly mockingly. Now that she had friends and knew that, though she wasn't sure how she could get to them, her memories were only locked away somewhere in her brain, and not completely lost, she felt her mood lighten. Yes, getting her memories back was going to be hard, but maybe a strong enough telepath could get past her mental barriers and help her. Diane's chances of living happily were now much higher, at any rate. And she felt much better because of that.

"In other words, am I okay with you bossing me around?" Diane saw Artemis' back stiffen but she kept talking. "Well, you're still alive and free, so you must know something. I'm more than okay with that." She broke into a broad grin.

Artemis blinked but quickly recovered. "Good. We've already developed an escape plan in case something like this happened. Just follow our lead."

She barely waited for Diane's nod before turning and running off in the direction of the chain-link fence, with the other four chasing after her. The shelter used to be an oddly-designed elementary school, and it was comprised of half-a-dozen two-room buildings. The buildings were separated by quite a bit of grass and a tall fence, the one the mutants were running to, encircled everything.

Artemis suddenly stopped in the shadow of a building a few yards away from the fence. The other four skidded to a halt next to her. "What–" Anna began, but Artemis put up a hand to silence her and pointed. Diane actually felt a sudden change in the overall mood around her. Before it had been tense, but everyone – with the exception of Diane herself, anyway – had known what to do to escape, and they'd been confident it would work. Now, no one knew what to do, or if anything would even work. The all just stared at the men standing along the fence, holding their guns at a ready position.

Vic turned to Diane, a hopeless look on her face. "We were going to just scale the fence," she whispered, barely audible. "We'd made little extra handholds and everything."

"So what do we do now?" Diane whispered back.

Vic surveyed the fence doubtfully. "I don't know. It looks like the men are around the fence."

Diane stared at the other four. "You're kidding. You don't have a backup plan?" Those "instincts" very firmly stated that you should _always_ have a backup plan in case something, or several somethings, went wrong.

Artemis whipped around to glare at Diane. "No, we don't. And I don't think you're really one to talk, considering that you don't have _any_ plan, backup or otherwise." Her voice rose considerably, barely qualifiable as a whisper. She took a deep breath, attempting to calm herself. "We are going to circle the fence and see if any part is unguarded," she finally stated in a tone that left no room for argument. "If there's not, we'll just fight our way out."

The looks the others gave their leader clearly expressed their doubt that this plan would be successful, but they didn't say anything and Diane followed their examples.

"Come on," Artemis ordered. "If anyone sees us, knock them out before they can sound the alarm." She took off, a near-silent figure stealing from shadow to shadow. Again, the others followed her; Diane was surprised to notice that all moved with the same considerable silence and grace as Artemis. She herself, Diane realized, was even better at sneaking than they were. For the hundredth time in just a bit over a week, the girl wondered what her past was. Not many normal families or schools taught stealth. But maybe being a mutant had entitled her to a special education.

Diane pulled herself out of her near-pointless thoughts and back to the much more important matter at hand. As she had expected, guards were still posted at the fence much further down. The whole way, in fact. When the five were back where they started, they held a whispered conference. 

"I say we just attack and stick to our original plan as closely as possible," Artemis snapped, though she had calmed down quite a bit, and even seemed to be waiting for the others' opinions.

Vic, Sara, and Anna nodded slowly. Diane, frowning, (like all of them), just shrugged. She didn't know enough about the nooks and crannies of this place to be of any help.

Chewing her lip, Artemis eyed the fence. "This is as good place as any," she murmured under her breath. She suddenly turned on Diane, scowling. Staring at the other mutant's forehead, Artemis seemed to be concentrating intently on something. Diane shifted uneasily under Artemis' stare – no, glare. Her new leader was definitely annoyed about something.

Diane's eyes skipped to the others: Anna, watching Artemis curiously; Sara, also watching the telepath, but keeping an eye on the fence guards; and Vic. Vic, who abruptly moved to Artemis' side. She placed one hand on Artemis' arm and the other on Diane's temple. Meeting Vic's eyes, Diane stayed still, understanding the look on Vic's face which said not to move, just hold still and relax.

After several moments, Vic ordered, "Try to be open. Think of letting us in to your mind." Her voice might have been calm, but a hint of frustration crept into it.

Diane hesitated. She thought she trusted Vic and Artemis, but she wasn't completely sure. Tagging along with them was one thing; actually letting them into her mind was another altogether.

"Not much," Vic added when Diane obviously wasn't doing anything. "We just want to be able to talk with you telepathically, not mess with your memories or anything." In the dim light, Diane thought she saw Vic blush as she realized how tactless she had just been. Well, Diane supposed that she was alright with that, if Vic couldn't "hear" anything Diane didn't think directly towards her.

Mentally repeating the thought "direct communication only", Diane tried to partially open her mind. After several more moments Vic suddenly dropped her hand from Diane's temple. _You can hear me, can't you?_ Vic's voice suddenly sounded in her head. Diane's jaw dropped. It had worked!

_Yes,_ Diane mentally replied. _You can only hear me when I want you to, right?_

Vic nodded. Both she and Artemis looked considerably more worn-out; obviously, Diane's barrier was very strong, if it took them that much energy just to break that first layer.

_Let's go then!_ _Anna'_s voice exploded in Diane's head, causing her to wince.

_Anna, that__ hurt!_ Sara complained, sounding annoyed.

Diane was now quite sure her barrier hadn't been broken further than they had wanted. If it had, she must be projecting extreme confusion, but no one was responding.

_I thought only you are Artemis are telepathic?_ Diane asked Vic.

_Oh, yes, but we have a psionic rapport with Anna and Sara so we can all communicate easily with each other. And since you're now connected to that rapport, all of us will be able to "hear" you, even if you're trying to contact only one of us, as long as you're trying to "speak" through the rapport,_ Vic explained.

_Anna's right, we need to get going,_ Artemis ordered. _Diane, can you do anything besides go through things?_

_That's quite a bit!_ Diane protested. _And if I can do anything else, I have no idea._ She thought Artemis glared at her again, but since the rapport didn't include emotions, she wasn't sure.

_Okay…I don't think we can sneak out, so we'll just go for it. Vic, you knock out the guard right in front of us. Then we all just go out there and get over the fence. Don't make any holes in it; I think it would just give the soldiers an advantage in following us. Once you get past the fence, go to that little forest over there and wait for the others. Diane, you try to distract the guards while the rest of us go through the fence. You'll be able to go through the fence and any bullets, right?_

_Yes,_ Diane replied, gratified that Artemis trusted her enough to give her that much responsibility. Of course, Diane wouldn't be in any danger, so she had no problem agreeing. But she thought she would have agreed anyway, even if there was some danger.

They took off. The soldier in front of them dropped as they emerged from the shadows. Diane glanced at Vic, who looked completely drained now. The others were staying low, but Diane didn't bother. Instead, she focused on that tingly feeling again, and this time felt it almost immediately. Someone fired, and the tingly feeling momentarily increased in a small part of her head.

They were at the fence. "Hey, bet you can't hit me!" Diane yelled, feeling idiotic. She heard clanging sounds behind her and to her left as the others climbed the fence. (She didn't want to be directly in front of them, or the bullets passing through her would just hit them instead.) Five men were trying to circle her; now that they realized she wasn't a threat – at least, that's what they thought – they were trying to capture her. Diane was on the verge of attacking them herself when Artemis yelled, _Okay, Diane!_

She turned and ran through the fence. Ignoring the soldiers' startled yells, she sprinted to the patch of trees the others had almost reached. Bullets showered around her – a few of them even passed through her – but then she was in the trees, panting with the others.

_Okay, good,_ Artemis said. It was odd to "hear" her normal, un-breathless voice, at the same seeing her gasping for air. _Everyone okay?__ This way._ And then they were running again.


	3. Chapter 2: Glowing Glass

Disclaimer: The idea of X-Men and mutants belong to Marvel comics, the creators of the X-Men comics, the people that made the movies, and anyone else officially involved with X-Men. All named characters in this chapter belong to me, with the exception of Diane; I also created the school. I am not making any money from this. However, this story-line is mine; please don't use/steal it or main details from it.

Author's notes: I'm so sorry this took so long! I'll try to be better next time. (Though I am starting another short story…)

This chapter has the AU element I mentioned in the beginning, though you shouldn't be able to see it yet. Please don't post any guesses in your reviews, although you may email me with them if you'd like. It might be a waste of time, though, since I probably won't tell you anything.

Darkstorm: Glad you like it! I think I understand what you mean about Kitty's phasing. Are you saying she walks on the air right above what she's phasing through?

Tigress Moon: Hehe, you have to wait to find out.

Everyone else (sorry, if I don't have a specific response to you, you have to be clumped together): Thanks for reviewing!

* * *

The last two days were little more than panicked blurs. Though the five hadn't had any other close calls, and they hadn't even been pursued after weaving through a web of alleys the night of their escape, they still had had to hide from everyone, afraid their faces were in the news or somewhere equally dangerous.

It had been nearly forty-eight hours since that night, and the five were curled up in a dead-end alley. Artemis hadn't been thrilled with having no escape plan, but Sara had quietly pointed out that there were also less ways for their enemies to sneak up on them. Currently, four of them were supposed to be asleep while one of them kept watch. In reality, they were all awake, but Sara was the only one actually sitting up.

She suddenly stood, moving towards Diane. The latter, having seen Sara in the dim moonlight, rose quickly, allowing Sara to pretend to sleep. Diane leaned against a brick wall, listening for anything unusual. Actually, they didn't have it that bad, or at least not as bad as it could be. Sara had discovered their first night on the run that she could maintain her heat thermals fairly well while she slept. The only danger was that a dream, particularly a nightmare, could cause her emotions to change, and, therefore, the thermals. If they grew too hot, a fire could start. But as long as the person on watch didn't fall asleep, they could probably wake her before it got to that point. And if they didn't…Well, they had unanimously decided the risk of freezing in the bitter winter nights was greater than the risk of fire.

It was perfect timing, really. Nights that could be mistaken for late spring when the five had all the blankets they wanted, and, right after they no longer had those coverings, the temperatures suddenly dropped significantly. The only thing they needed now was snow, which Anna, able only to manipulate liquid water, wouldn't be able to block from hitting them.

Diane sighed, shifting slightly. She might was well practice while she was standing here. Reaching behind her, she waved a hand through the wall. It was a little disconcerting to be able to feel her hand but not able to see it, as it was actually in the wall up to her wrist.

The mutant hesitated. She had yet to totally go through something completely solid like a brick wall. But she was tired to the point of giddiness now, and feeling more than a little daring. Suddenly making up her mind, she plunged into the wall.

The sensation was very brief but a bit scary. For the split second she was in the wall, she couldn't breathe, see, hear, or anything else. It was almost like being underwater, but in a completely still pool. Diane gasped as she leaned against the other side of the wall, mentally berating herself for doing something that idiotic without even telling anyone first. The giddiness was absolutely gone and weariness had replaced it.

She was turning around to go back (which she was not looking forward to) when a voice cut across the otherwise quiet night: "Wait!"

Diane froze, then slowly began to move closer to the wall. "Wait!" the girl's voice called again. "Are you my guide?"

Back pressed against the wall and sure she could go through it in less than a second, Diane slowly asked, "Your guide?"

Brilliant pure white light flared, somehow managing to glare while still seeming soft. The light abruptly decreased, allowing Diane to see. A girl, probably eleven, stood about two yards away from Diane, holding a large piece of a broken bottle, the source of the light.

"Sorry," she apologized sheepishly, gripping one of her two brown and dirty braids, apparently from habit. "I don't totally have it under control. So you are my guide, right?"

Diane blinked; the girl certainly talked fast. "I, um…No, I don't think so."

"Oh." The girl slumped in disappointment. "But you are a mutant, right? I saw you go through that wall." She gestured vaguely towards the wall Diane was backed up against.

Diane hesitated, on the verge of fleeing. Then her eyes were drawn to the glass the girl was holding and she changed her mind. As far as she could tell it was just a piece of an old beer bottle, but it was glowing with unnatural light. And the girl had said that she didn't totally have "it" under control, right after the light flared.

"Yes, I am," Diane replied, slightly apprehensive. "You are, too?"

The girl nodded. "I'm Nicole." Looking at Diane with interest, she added, "Can I shake your hand? I mean, would that work?"

Diane smiled slightly before reminding herself to keep her guard up. "Diane. And yes, it would work." They shook.

"So, are you waiting for the guide, too?" Nicole asked curiously, unceremoniously plopping down on a pile of rags as dirty as she herself. At Nicole's prompting glance, Diane folded herself onto the rags.

"I wasn't aware a guide was coming," Diane answered, choosing her words carefully. "What sort of guide are you talking about?"

"I'm not supposed to tell anyone, but since you're a mutant too it should be okay. Someone's supposed to come who will take me to a school for mutants. I don't know much about the school, just that it's run by a mutant family. Do you like pickles?"

"What?" Diane asked stupidly, thrown by the sudden change of subject. "Not particularly."

"Oh. That's good, I guess. At least you don't like them. I hate them. They're cucumbers, which are already disgusting, that have been soaked in brine, which is basically ocean water, you know."

"Um," Diane began, flustered. That girl (completely obliviously, of course) could probably talk at an army until they surrendered from confusion. "R-right. I, um, need to go back to, um, where I was before." She needed to get back to her watch. If this girl wanted to talk about pickles, of all things, instead of something important such as the location of other mutants, Diane didn't really have time. From the way she was acting, Nicole was probably in denial, convincing herself someone was coming to help her. Help her…What could Diane possibly do? Take her back to the others? They were on the run, and she almost certainly wouldn't benefit from their new lifestyle, even if she wouldn't slow them down.

Nicole interrupted her mental battle between logic and conscience. "Oh, don't go yet! Don't you want to wait for our guide?" Diane opened her mouth to protest the change from "Nicole's guide" to "our guide", but Nicole took no notice. "Unless you're already with some people. But they could all come! At least if they're all mutants. They are, aren't they? I'm not sure if they could come if they're not. But they are, right? What are their powers? Do you have any powers besides walking through walls? Do you…"

Diane stared at Nicole, trying to understand her seemingly endless chatter. Diane herself wasn't exactly quiet, but she did usually allow the person she was talking to to answer her questions.

Frowning slightly, she held up a hand to signal Nicole to be quiet. When the girl didn't notice, Diane's hissed, "Quiet!" at her. Of course, Nicole wanted to know why, but Diane finally was abler to make her stop talking. Now listening just over the sound of Nicole's heavy breathing – she must get out of breath talking that fast, Diane reflected wryly – Diane could finally hear the sound of someone trying to creep up on them. That someone _really_ needed training.

"Stay here," Diane whispered to Nicole as quietly as she could. Nicole opened her mouth but Diane shot her a sharp look. "Can you turn your light off?" Nicole frowned but nodded, and a second later everything was dark, the moonlight seeming like nothing after Nicole's brilliant light.

The person had stopped moving, so Diane just headed towards the place the sound had come from. With some concentration she was able to go through everything in her way. After several yards she felt the tingling that indicated she had passed through a tall, oddly shaped something and felt more of her low amount of energy drain. She could hear several people breathing. Someone moved directly behind her and, whipping around in surprise, she lost her concentration, banging her leg against what felt like an empty crate. Stumbling, she fell before she could recover and in a panic grabbed for something, anything. She succeeded, but whatever it was she managed to grasp actually squeaked and wriggled.

"Ah!" Diane cried out in surprise as the thing, probably a mouse or rat, squirmed out of her grip.

"Diane?" Nicole's scared voice called for her. Apparently Nicole decided that Diane needed help, because several glass bottles lit up brightly.

Five men, all looking scruffier than Nicole, were surrounding Diane. By the looks on their faces they had had no idea she was there. Obviously thinking they were being attacked, the men lunged for Diane and Nicole, who, holding her piece of glass, was running up.

At first, as Diane fought, she thought this would be no problem at all. After all, she could go through their punches, and as long as she could inflict a little damage she would still be winning. But then she realized Nicole was practically defenseless, the men had knifes, and all this going-through-things eventually would wear her out.

She was about to tell Nicole to run while she held the men off when the girl was suddenly snatched up by one of the men. All movement abruptly ceased as they all watched the man who had a knife to Nicole's throat.

Diane could feel adrenaline in her blood but shoved it down. "She hasn't done anything," she protested, voice strong in her anger. This girl hadn't done anything and now some moron was threatening her life. "Let her go." _Hello?_ she called telepathically. _Vic? Artemis? _No good. They broke the psionic rapport when they went to sleep, as neither of them were strong enough to connect non-telepaths in their sleep. (They, as two telepaths, could maintain a rapport between themselves, however.)

"Hey!" Two more men dragged a boy into the light made by Nicole's glass pieces. "What the heck?" he demanded furiously. His brown eyes took in the entire scene, and Diane was sure he had some sort of fighting or tactics training. He stared at Nicole for several seconds, particularly at the glowing glass she was holding, as he was shoved forward next to Diane.

"Found him tryin' t' sneak up on us from that way," one of his escorts muttered to the man holding Nicole. The latter nodded slightly, inspecting the boy.

Trying to inconspicuously peer at him, Diane had noticed he had short, dark brown hair and fair skin. He was wearing gloves, a common thing in this weather. She now realized he wasn't as young as she had first thought, probably around nineteen or twenty.

"I wasn't _sneaking_," he snapped. "I was lost and trying to find my way back to my friends before they called the police or something." Diane's eyebrows rose slightly. Not many in his situation would have thought to throw that last part about the police in so casually. Of course, he could be telling the truth, but Diane was almost positive he was lying, if only from the way his eyes darted.

The man threatening Nicole – their leader? – narrowed his eyes but didn't say anything. Diane's head jerked slightly towards the boy in surprise as she felt his gloveless hand touching her own. But his touch wasn't what was making Diane uneasy. It was what accompanied it: Memories that, because of uncharacteristic emotions that came with them, Diane doubted were her own, and, even more surprising, what felt like a mutant power.

Diane hesitated a split second, allowing the boy to catch her eye and give her an urging look. Well, who was she to complain about the weapon she had just been given? She just hoped she could control it.

Focusing on the ground at the feet of the men's leader (but as far away from Nicole as possible), she could feel heat welling up inside her. It suddenly died down as flames erupted from where she had been concentrating. The man yelped in shock, letting go of Nicole and the knife. Diane focused on the ground around the rest of the men as she broke free from them, snatching Nicole's arm and running. Luckily the girl had been smart enough to shed her burning coat, which Diane had accidentally flamed, and stay away from the rest of the fire.

Diane became aware of the boy – she needed to stop thinking of him as that; he was older than she probably was, after all – running beside them. As they approached the dead-end he yelled, "Other way!" but she grabbed his arm, and, without thinking, ran straight through the wall – with both of the others.

Diane moaned, dropping to the ground on the other side of the wall, where her four friends were. Her head ached from the strain of her feat after she was already almost wiped-out, and she was on the verge of falling asleep. That was an incredibly dumb thing to do, taking _two other people_ with her. Those hadn't been "instincts," just panic and unthinking actions. It would seem that the instincts only came in when she didn't know what do in a fight.

"Diane? _Diane!_" Vic was shaking her shoulders, so she looked up blearily.

"That was way too much," she moaned.

A tirade of thought pounded her. _Diane, are you okay? What happened? Who are these guys? Does that girl ever be quiet? Why is that glass glowing?_ Her four friends were all questioning her with varying degrees of panic and grogginess, having fallen asleep while Diane was gone.

_I'm just tired,_ Diane snapped grouchily. _I'm not sure what happened. The girl's a mutant. I don't know the boy. And no, she is never quiet._

The other's noticed her mental "tone" and quieted down themselves. Diane pushed herself into a sitting position, leaning against Vic. She was already recovering, but she wasn't about to try that again, though it was good to know she could take people with her through things. In fact, she probably could do so without tons of strain, if only she had some energy.

Nicole was now chattering at Diane. "Who are these people? What's going on? That was really weird. Who are you?" she asked, turning to the boy. Diane noticed he had put his gloved back on.

He hesitated, looking down at her from his average height. "Would your name be Nicole, by any chance?"

Her eyes widened. "Yes! Are you our guide?"

He blinked. "'Our'? I was only aware of one of you."

"Oh, but Diane and her friends are coming too!"

Artemis suddenly had a short coughing fit. _What did you tell her?_ she demanded angrily.

_Nothing!_ Diane protested. _It's just the way she is, assuming things._

_Where does she think we're going?_ Vic broke in.

_Some sort of mutant school. She didn't tell me any more._

This, of course, led to Diane explaining why Nicole knew she was a mutant in the first place and everything that had happened.

"Excuse me?" the boy asked as the five were telepathically discussing what do to. They all looked up at him. "Did you hear me? You were all zoning out. I asked if you were planning on going back with Nicole and I."

"We're not sure about that," Vic said slowly. "Can you explain more about this…school?"

He was beginning to look uneasy. Opening his mouth, he changed his mind and closed it again for a few seconds. "It's a small school for mutants," he finally told them. "I can't tell you anything else until you get there. If you want to, I mean."

Vic looked at Artemis hesitantly, obviously communicating with her. _We're going to do this,_ Artemis announced to the other three, following her usual style of announcing the plan and waiting for any objections.

When none came, Vic, their spokesperson, told the boy their decision. "We'll go see this place. But if we find it dangerous or suspicious in any way, we'll have to leave."

The boy hastily assured them it was completely safe. An awkward silence descended, during which even Nicole didn't say anything. "Um…I'm Derek," the boy eventually mumbled, holding out his hand to the others in general. The girls introduced themselves.

"So are we going?" Artemis asked pointedly, causing Vic to wince.

"Yeah. Um, where are we?" Derek replied.

Artemis shrugged. "Some alley."

"It's called Dogfight Lane," Sara murmured.

"Charming," Diane breathed.

Derek nodded slowly. "I think I know the way back."

* * *

A/N: This was supposed to be longer, but since I'm so bad at typing things up I'll just make the next section, which is already written, another chapter, instead of making everyone wait for me to type it, too. (Which hopefully means it will be up fairly soon.)


	4. Chapter 3: The School

Disclaimer: The idea of X-Men and mutants belong to Marvel comics, the creators of the X-Men comics, the people that made the movies, and anyone else officially involved with X-Men. All named characters in this chapter belong to me, with the exception of Diane; I also created the school. I am not making any money from this. However, this story-line is mine; please don't use/steal it or main details from it.

Thanks to Tigress Moon for reviewing!

* * *

They followed Derek through a maze of alleys. Diane noticed he was growing more and more confident. He seemed to be the sort of person who could do practically anything in a place or situation he was used to, but didn't adapt very well.

They spent a full hour silently walking through alleys, main streets, and everything in between. Diane marveled at the variety of New York. One street she was trying to avoid catching the eyes of people who looked like they were probably drug dealers, the next staying away from the edge of the sidewalks, lest a limo run her over

Derek stopped on a middle-class street in front of a non-descript, two-story house. They walked up, Derek confidently, Nicole excitedly, and the rest apprehensively. With Derek in front, they clustered around the door, waiting for an answer to his knock.

Within seconds the door was pulled open. "Oh, hello!" a woman, probably approaching fifty, exclaimed in apparent surprise. Her eyes darted around and past them alertly, contrasting her happy, motherly face. Diane got the feeling that she wasn't actually surprised to see them.

"Come in," the woman invited, stepping away from the door to allow them in. Diane gasped in pleasure and surprise and heard as a wave of warm air hit them, and heard similar gasps from all but Derek. After so long outside, the warmth was welcome.

The dimly lit room they walked into was decorated nicely, but it didn't seem very used. Oddly, the woman locked the door with several bolts. Of course, if this was a mutant school, they'd have high security. Maybe Diane should be wondering why they only used bolts to lock the door.

"Excuse me," Derek murmured, moving towards the woman. Standing next to each other, Diane noticed a definite similarity in several things; she must be his mother.

"Go ahead and make yourselves at home," the woman urged, voice thick with her southern accent. "Just please stay in this room." She and Derek left through a door Diane hadn't noticed.

Nicole, as expected, immediately jumped on a couch. "Can someone turn on the light?" she requested.

Vic, who had been standing next to the switch, flicked it on and off. "Broken," she announced.

"Oh well." Light suddenly flared from the many bulbs around the room, causing all but Nicole to wince; it was a very sharp change from one lamp.

"What exactly is your power, Nicole?" Diane asked, blinking away light spots.

"I can make glass glow," Nicole replied. "Just glass, though. I wanted to make myself glow, but Mom had a fit when I tried to swallow pieces of _blunt_ glass after I discovered that I couldn't make everything glow. She didn't know about my power then. She found out later and kicked me out." For the first time a hint of sadness crept into her voice. Sadness, not bitterness. She sounded like she accepted her mother's decision, but she couldn't understand it.

Vic walked over to sit next to the girl, hugging her. "It'll turn out okay, honey," she murmured sympathetically.

The door opened and the woman and Derek walked in. Diane realized with surprise that Derek was still wearing his gloves.

The woman smiled at the girls, her face turning slightly sorrowful as she saw Nicole and Vic. Sitting down next to them, she motion for the others to follow suit. They complied, settling in the chairs and couches which formed a rough circle.

"Derek has told me a little about y'all," she began. "But Ah'd like y'all to say a bit more, please. Derek and Ah will say something about ourselves, too.

"To start, mah name is Gwen. Mah husband, who is out, and Ah are the leaders of this little school. Derek here is our son. Ah'm a mutant, as is everyone here. Mah power is sorta lahke telepathy, only it's not nearly as broad. Ah can change people's minds to any point in their past and back. For instance, Ah could make Derek have only the memories and mind capacity of when he was a toddle. Ah have this totally under control, so don't worry," she added.

"Mah family moved from down south about fahve years ago. There – there used to be more of us. Mah daughter ran away nearly two years ago. That was what prompted us to make this school." Gwen's moth snapped shut and she seemed unwilling to explain further.

Derek began his history. "Well, I came from the south, too, of course, but for some reason I didn't hold on to the accent. I'm twenty years old as of last month. My power is that if I touch someone, I'll absorb their powers, if they're a mutant. If I touch them long enough, I could kill them. If they're not a mutant, nothing happens. But I can't use their powers; I can only transfer them to the next person I touch. I can carry one power at a time."

Diane nodded slowly, remembering her sudden ability to create fire, which had faded after a few minutes.

Derek seemed to be done, so Artemis plunged in. "I'm Artemis. I'm sixteen, lived on my own for a couple years. My family's not exactly mutant-friendly, so when I developed telepathy I ran away. Not what I'd do now, but…" She shrugged.

"I'm also telepathic, and also sixteen," Vic said. "I'm…I'm an orphan. My parents…" She trailed off, gulping slightly, her hands locked together in a grip so tight they were white. Diane almost couldn't believe that Vic, the constant comfort and support to the others, had any sort of a tragic past, particularly one she couldn't even talk about.

"I'm Anna," Anna announced with forced cheerfulness. She, Artemis, and Sara had already known about Vic, Diane realized. "I'm fourteen, and I can manipulate water. It has to be in liquid form, not steam or ice. I can also create it, from moisture in the air around me or my own body. But I only create it from my body as a last resort, since it's sort of dangerous. My dad didn't like mutants, so I didn't stick around after discovering my mutation."

"My name's Sara. I'm thirteen, but everyone says I act old for my age. I can create heat thermals of varying temperatures, and I'm immune to heat. I could make my whole body radiate heat, but usually I just focus on shooting heat through my hands. I don't remember any sort of family. I've lived alone my whole life."

"I go by Diane. I don't remember what my real name is, or anything else about myself. As far as I know, my only power is that I can go through things."

"I'm Nicole. I can make glass glow. I…left home last week, to come here."

While the others had been speaking, Gwen and Derek had maintained respectful silences. After Nicole finished Gwen stood up.

"Ah'd like to speak to you each in prahvate later. But now let's go insahde. Ah'll give you a tour."

* * *

A/N: I hope I didn't overdo Gwen's accent. If you're going to be reviewing anyway (which I encourage!), please tell me what you think about that.


	5. Chapter 4: New Student

**Author's notes:**

A thank you to Darkstorm and TigressMoon for reviewing.

I realized as I was writing this that I have no idea when most people joined the X-Men in comparison to Kitty. So I'm just going to throw in people as I feel like it, and it probably won't actually be accurate, unfortunately.

Also, having read more comics, I'm changing Kitty's status a bit: She's now a full time student and part time X-Woman, rather than just a student. I'll change the note in the prologue when I get a chance.

This fic is going to be quite a bit shorter than I expected, unfortunately. There's still going to be several more chapters, though.

* * *

Leandra tried to punch Diane, but the latter went intan, her name for going through things. "Hey!" Leandra yelled, giving Diane a death glare. Diane returned it full-force. The two of them glowered at each other for a full minute before they both burst into giggles.

"Oh, stop it, you two," Artemis ordered as she walked past them, apparently annoyed. Diane saw a sparkle in her eye, though.

"Stop it?" Leandra mocked playfully. "Why ever would we do that?"

Artemis muttered something inaudible and continued on.

Diane sighed contentedly. She still wanted to get her memories back, but more out of curiosity than anything else now. (Besides, no one had any idea _how_ to get them back, and pining away because she couldn't would be pointless.) She could imagine that they would tell her of any place in which she would be happier. Here she was, living with several other mutants, making friends at a rapid pace. Due to the days they had spent relying on each other, Diane felt a strong bond with the four she had come here with, but she was becoming close friends with the other girls, as well.

The school itself was quite nice. All but the bedrooms and bathrooms, including the front room, were lined with surveillance cameras for safety. But they were inconspicuous, so it still seemed like a normal house. And it really was a house, rather than a formal school, albeit modified to include an escape route and large enough for Gwen, her husband Mark, Derek, Leandra, Diane and her four friends, Kyle, Irene, and Collette. Of course, Gwen and Mark had modified all but the family room, kitchen, a classroom, and visitor room, to become bedrooms. Derek and Kyle, Artemis and Vic, Sara and Anna, Irene and Nicole, and Leandra and Diane were the rooming pairs. (Gwen and Mark also shared a room, of course.)

Leandra was quite similar to Diane in several ways. She, too, enjoyed to cook, and made dinners every third night (breakfast and lunch were free-for-alls), alternating with Gwen and Irene, a girl about Nicole's age. Diane had volunteered to help as well, but for some reason unknown to her, they had all gagged (discreetly gagged, to be sure, but they still gagged) and later refused to let her anywhere near the kitchen when dinner was being made. Diane really didn't understand why. All she had done was make tacos. The meat had been very well cooked (maybe a little too cooked, but it was barely crunchy!), the lettuce and tomatoes had been extremely crisp, and she had made her own cheese sauce. It was her new specialty, consisting of cheddar cheese, jalapeno peppers, and mustard all mixed in a blender until it was almost liquid, but still slightly chunky. She seemed to be the only one remotely interested in eating it, though. People have odd tastes.

At any rate, this last month had been absolutely wonderful. For the most part they had stayed in the house and backyard, but they had taken a field trip to a local zoo a week ago, and going to the mall wasn't uncommon. The backyard was a full acre, a combination of four city lots, and surrounded by a large and sturdy fence, double-planked several times so it didn't have any cracks. The students could only go outside when either Gwen or Mark was with them, for safety reasons, and they couldn't do or say anything…different…except if one of the adults checked plane schedules and made sure no neighbors were home. Luckily, all the neighbors worked, so they weren't extremely restricted.

It wasn't the greatest situation, but it worked. It was a little risky, as an emergency aircraft could fly overhead and see Leandra creating flame, for example, but everyone agreed that they all had to get out and just be kids every once and a while. Mark was eventually going to turn the backyard into a covered building, but with a grass floor and coverable skylights, but he didn't have the funding yet.

Now, after school on a Friday, Diane and Leandra were planning a two-person party for the upcoming night.

"We need popcorn," Diane mused. "And soda, oh, and brownies! Think we can convince Gwen to take us to the store?"

"Not today, sorry, girls," Gwen announced, sweeping up from behind them. "We have a new student. Would you mind her rooming with you? We're runnin' out of places ta put all of you." She laughed.

Diane and Leandra looked at each other and shrugged. "Sure," Diane replied. "Where is she?"

"This way, in the visitor's room. Ah'll introduce y'all."

They walked into the visitor's room, Gwen in the lead and Diane last. As Diane walked through the door, she caught a quick glimpse of an Asian girl drinking from a Pepsi can before Diane was temporarily blinded with something wet and sticky sprayed over her. "What?" she sputtered, wiping off her eyes.

Leandra, laughing, could only shake her head in mirth; Gwen was speechlessly gaping. The new girl was having a coughing fit, apparently having coughed her mouthful of soda onto Diane.

"Sorry," the girl gasped, staring at Diane in complete disbelief. "I, um, choked. Are you my new roomies?"

"Yes," giggled Leandra. "Come on, I'll show you our room. I think Diane's going to go take a shower."

Diane shook her head, wiping off her face. "I'll wait until after you get settled. By the way, what's your name?"

"Oh, Ah'm sorry! Diane, Leandra, this is Joy," Gwen interrupted. At the sound of someone yelling, she grimaced and added, "Excuse me, Ah've got ta go see what's goin' on over there."

The girls walked to their room, Leandra explaining to Joy the party they were planning. Joy, however, was barely listening, trying to unobviously stare at Diane.

"Well, I'm going to get some stuff from the kitchen," Leandra declared, trying to escape the awkward silences that kept coming over the three.

"'Kay," Diane called after her, entering their room. Joy watched Leandra leave. As soon as she was gone, Joy closed the door quickly and ran over to Diane, hugging her tightly.

"Oh my gosh, are you okay? I am _so_ thrilled to see you! We all thought you were dead! And y'know, Cerebro's still broken, so we couldn't try to find you with that, and Wolvie searched everywhere, we all did, and _oh my gosh_, what are you doing here? Why didn't you come back? Everyone's in mourning, Peter wasn't eating until Hank threatened to force feed him, and, oh, Kitty, I'm so glad you're okay!" This whole speech took only two seconds. Diane had stopped trying to understand Joy's chatter almost immediately, but she did grasp that Joy recognized her, at least.

"Wait," Diane stammered, "do I know you?"

Joy, who had been watching her expectantly, frowned. "What are you talking about? Of course – Oh!" She stopped suddenly, eyes wide, and mouthed the word "bugs" with a questioning look.

"What? No, the only bugs here are a couple of flies," Diane replied. "But honestly, do I know you?"

"Yes, of course. You _are_ okay, aren't you?" Joy now looked extremely concerned.

Diane hesitated, finally blurting, "I have amnesia, okay? I can't remember anything. Joy, please, _do you know me?_"

"First of all, you call me Jubilee when there's no other people or bugs around. And can you phase through something to prove it's really you?"

"Phase? Oh, you mean this?" Diane passed her hand through Joy – no, Jubilee's.

"Yeah. Okay…We probably should sit down." Jubilee looked extremely uncomfortable and unsure. "Look, does the word 'X-Men' mean anything to you?" Diane shook her head. "Shadowcat? Ororo? Xavier? Peter?" Diane shook her head each time. "Well, um, Shadowcat is you, Storm and the Prof. are teachers, and Colossus is your boyfriend."

"Wait, who's Storm and the Prof.?"

Jubilee rubbed her eyes. "I told you, they're teachers. Miss Munroe teaches–"

"Who?" Diane interrupted, beginning to get frustrated.

"I – oh, I don't know!" Jubilee snapped angrily. "Is there a phone around here?"

Diane pointed at the phone next to her bed.

"Is it bugged?" Jubilee asked, picking up the handset.

"Not if you enter the code," Diane grumbled, wishing someone with a few brain cells had discovered her. After a moment of hesitation she reached over and punched the numbers in.

Jubilee quickly entered her phone number. Diane heard someone pick up on the first ring.

"Hello?" a gruff voice growled. Diane could hear him clearly, as she was sitting right next to Jubilee.

"Hi, Wolvie!" Jubilee said brightly. "It's Jubes!"

"What's wrong?" the voice demanded sharply.

"Nothing, everything's fine. You won't believe this, but Kitty's here! Like, right next to me! But the thing is, she doesn't remember me. Amnesia."

"_What?_ Are you sure it's really her?"

"Yeah, she phased through me."

"What's she doing there? Does she remember who she is?"

"Here, I'll just let you talk to her."

Jubilee shoved the phone into Diane's hand. "Hello?" she asked, hoping this person could tell her something useful.

"Kid? Do you remember anything at all?"

"No, nothing personal. Did I know you?"

There was a very long pause on the other end. "Yeah," the man finally muttered. "Look, do you know anything about the place you're in?"

Diane hesitated. "Yes, but…" She trailed off.

"Look, kid, I know it's a mutant school, okay? You don't have to worry about betraying that."

"Oh. Yeah. Well…what is it that you want to know?"

"What's your feeling on it? Is it legit?" When Diane didn't reply, he added, "I don't expect you to believe me – heck, I'd be worried if you did – but we're on your side, and the side of this school, if nothing funny is going on."

"It's as legit as a hidden school for mutants can get," Diane finally said. "Absolutely nothing is underhand, anyway."

"Are you sure, kid?" asked "Wolvie". "If you're not willing to tell me anything, just say that, don't lie. People could die if you're lying."

For a split second Diane was offended, but this man seemed to be the type that would ask just about anyone that. "I'm not lying," she stated quietly.

"Are you wanting to stay at that school?" the man asked, apparently accepting her answer.

"I – I have friends here. But can you get my memories back?"

"Probably."

Diane took a deep breath. "I want to get my memories back, but I'm almost positive I'll want to come back here afterwards."

"What about the people you used to know?"

"I don't know, okay?" she nearly yelled. "For all I know I was homeless and didn't know anyone at all! Can't we just play it by ear?"

"Okay." The man sounded completely calm and unfazed. "And so you know, you weren't homeless. I need to talk to Jubes."

Diane handed the phone to the girl sitting next to her, wondering if she'd made a mistake. Jubilee, watching Diane and not realizing the Diane was watching her, had a look of sadness on her face, as though she'd been rejected.

Jubilee hung the phone up after a second of talking, none of which Diane heard. "I guess it's sort of smart of you not to make any promises before you know what you had before. But – Gosh, do you realize how hurtful it is? We thought you were dead and I find you purely by chance, but you barely trust us, you want to stay here! I just – why – oh, never mind!" Her voice had been climbing until she was yelling.

"I didn't mean it like that!"

"I know you didn't," Jubilee snapped. "I'm not being fair, I know. I'm sorry. Just – pretend that never happened, okay?"

The door opened, and a curious Leandra walked in, closing the door behind her. "What's going on? I could hear you yelling from upstairs."

"Diane doesn't like my poster," Jubilee improvised. "Do you?"

Leandra shook her head. "I don't like that band, sorry. But why were you yelling about a poster?"

Before anyone could come up with a better reason, the door burst open, hitting Leandra on her back. She yelped, falling over.

"Oh, sorry!" Derek gasped, noticing her.

"This is a girls-only area!" Diane protested.

Derek shook his head, gasping for breath. "Attack. Everyone's evacuating, come on."

* * *

Yes, I know, it's a cliffie. That wasn't how it was going to end, honest, but then I realized I was writing this absolutely huge chapter, and I had to break it up.

Please click that little review button, even if you totally hated this or don't have any opinion at all. I'd greatly appreciate knowing that you read this. Thanks!


	6. Chapter 5: Attack

Hurray! An update! I have another chapter or two waiting to be typing up, so hopefully they'll be up soon. Again, thanks to all reviewers.

* * *

Jubilee looked to Diane for some sort of guidance, alert and concerned. Snagging her wrist, Diane dragged her after Derek, who was running down the hall.

"Where's the evacuation point?" Jubilee asked as the three girls ran.

"This way. It's a tunnel," Leandra panted, speeding up.

All three yelled as they ran into a group of uniformed soldiers. "Hey!" one yelled, trying to grab Diane, but she…phased…through his hand.

"Muties!" several of the men shouted, reaching for their guns.

Jubilee flung her hand up as she shot bright, colored balls of something at the men's faces, temporarily blinding them. Flames exploded between the men and girls, courtesy of Leandra. The girls ran, putting as much distance between themselves and the men as possible before the latter recovered.

The three sprinted to the open evacuation tunnel, where Mark stood guarding it.

"Go!" he ordered, eyes darting around anxiously.

"Are we the last?" Leandra gasped, winded.

Mark nodded. "Yes. Tell Gwen Ah'm coming as soon as Ah can. Now go!"

They turned to run through the tunnel, but before they could the soldiers appeared, apparently having trailed the girls. The raised their guns to shoot. Leandra, Jubilee, and Mark (whose power involved the thing or things he focused on randomly changing) desperately lashed out with their powers, but the men were on guard for the two girls' attacks, and all Mark's power did was change the color of their guns.

Triumphantly, the men raised their guns to shoot, but someone sprinted up from behind them. Whoever it was launched into an attack with what Diane thought were several knifes. Within seconds, he and the mutants were the only ones standing.

"Who are you?" Mark demanded of the man as the latter stood in front of them panting slightly. The knifes seemed to have disappeared.

The man ignored Mark. "Are any of you hurt?" he asked, voice sounding like gravel. His voice, Diane realized, was the same one she had heard over the phone.

"Why do you care?" Mark countered. From the way those two were looking at each other, it was obvious this verbal battle could go on for a while.

"This isn't the greatest time for you two to be bickering, y'know," Jubilee interrupted. Both men shot her very flat looks but otherwise ignored her.

Jubilee was now frowning in a very bossy way, surveying the silently glowering men. "This is pathetic," she announced. "Idiot macho men. Look, none of use are hurt, and he's a friend of mine, which is why he cares," she answered, addressing each one as she replied to their questions. "Happy?" Still no response.

The sound of a gunshot rang through the house, snapping the two of them out of their staring contest. "Let's go," "Wolvie" ordered, turning to the girls. Jubilee rolled her eyes, muttering something Diane, only a foot away, couldn't hear, but Wolvie's eyebrows rose. Jubilee, upon realizing he had heard her, blushed deeply.

The five ran down the tunnel, neither men making any attempt to hide the fact that they were watching each other. They emerged at the border of the property, where the others were gathered. (The tunnel, due to the location of the school, only went to the edge of the backyard.) Gwen nearly collapsed with relief upon seeing her husband. Chaos reigned for several seconds as friends checked to make sure friends weren't hurt. It was Wolvie who regained order by yelling for everyone to "shut up and quit moving," in his words.

"Do Ah know you?" Gwen asked him, squinting suspiciously.

"No," he grunted. "I go by Wolverine. Are we going to get out of here or what?"

Gwen seemed at loss for words for a second. "Well….Ah'm sorry, but Ah don't really know anything about you, and it would be extremely irresponsible of me to allow you to come with us."

"He's a good friend of mine," Jubilee interjected.

Gwen forced a smile. "Be that as it may, dear, Ah'm afraid Ah don't know you well enough to just take your word lahke that."

Further discussion was prevented by another soldier. For half a second, Diane wondered if those crazy men had death wishes, chasing a group of potentially dangerous mutants around.

"There they are!" he yelled, running towards them.

"Go!" Gwen, Mark, and Wolverine yelled together.

They took off, climbing over fences and running through backyards. The adults followed almost immediately.

* * *

After several minutes of running, the group finally came to a small and deserted street. Diane didn't recognize it, and, judging by the way almost everyone was looking around, the lack of knowledge was nearly mutual.

"This way," Wolverine snapped, turning to follow the street left.

"To where?" Mark challenged, not moving.

Wolverine stared at him for several seconds. "Some friends of mine," he finally answered. "I –"

"Logan!" someone yelled, cutting him off. Everyone turned to stare at the man running up from the left. "What in the world is going on?" he demanded angrily. At least, his voice sounded angry and he wasn't smiling. Diane couldn't see his eyes, due to the very weird eye covering things he was wearing.

"There was as an attack on that school place," Wolverine, apparently also known as Logan, growled, obviously not thrilled with the man's presence.

The man seemed to look over the group, although Diane doubted anyone could tell through his red…things. When he saw Diane, his jaw dropped.

"Didn't you tell anyone?" Jubilee, next to Diane, asked Logan accusingly. Without giving him a chance to reply (as seemed customary for her), she began beaming at the new man and launched into a long, very fast speech. Diane caught "Kitty," "would you believe?", "amnesia,", and "can't remember".

The man attempted to interrupt her several times, with absolutely no success. After a full minute, he finally managed to stop her by yelling what Diane guessed was her full name.

"Scott, what in the name of the goddess are you shouting about?" An African woman with incredible long and silver hair walked up, wearing an odd outfit, including an actual cape. Diane, several yards away, heard the woman gasp as she saw Diane. "Kitten!" The woman ran towards her, sweeping her into a hug.

"What?" Diane asked stupidly, unable to think of anything else to say.

The woman pulled back to look Diane in the face. Smiling, eyes moist with happiness, she smoothed Diane's hair, murmuring the word "Kitten" over and over again.

"I – I'm sorry, but I don't really remember anything," Diane began. As with everyone, she didn't recognize the woman at all, but from the way she was looking at Diane, Diane didn't want to hurt her feelings. "I-including you. I'm sorry."

The woman turned towards the man she'd called Scott and Wolverine, who were quietly discussing something, probably Diane. "Scott!" she called, still holding Diane. The man walked toward them, frowning slightly. "Do you know what happened?" she asked him.

"She has amnesia," Scott answered. Diane considered reminding him that "she" was right here, but for the sake of the woman let it slide.

"Oh, Kitten," the woman murmured, turning back to Diane.

"That's my name?" Diane asked. Her voice sounded far more desperate and helpless than she'd intended.

The woman smiled sadly. "Katherine Pryde. Kitty to most people, but my Kitten. I'm Ororo."

Diane nodded slowly. "I still don't remember anything. How – I know two telepaths, and neither of them can get past my mental barriers, which I didn't even know about. Is there any other way to get my memories back?"

"Probably not, but I know a much stronger telepath. He made the barriers, and he can get past them."

"Is he here?"

"No, he's at the school. In Westchester," Ororo added.

Diane blinked. She felt that same sense of trust for this woman as with Wolverine, and Jubilee to a smaller extent, but she wasn't sure she was willing to go off to Westchester with them.

"Excuse me, but Dahane doesn't even know you," Gwen said, frowning. "She is in mah care, and Ah am not willing to allow her to go anywhere unless Ah know she is going to a safe place. So where exactly is it you want to take her?"

Ororo frowned slightly. "I appreciate your concern, but I assure you I have Kitty's best interests in mind. I'm afraid I can't demonstrate that to you, unless, of course, you want to go to Westchester also, but…"

Gwen shook her head. "Ah can't accept that. If –" Before she could finish, soldiers once again ran towards them. Each time they tried to attack, Diane became less afraid and more annoyed with them. Right now, they were really irritating her.

Wolverine, Scott, and Ororo immediately stepped between the quickly approaching soldiers and the others. "Stay back or we'll defend ourselves," Scott called to the soldiers, who had stopped running and instead were advancing slowly and cautiously. It was a waste of breath; they were too far away to hear him.

Mouth set in a grim line, Scott raised a hand to his eyewear. He pressed something on the sides of them, causing a brilliant red stream of light to shoot. The light hit the ground in front of the soldiers, creating a deep ditch. It continued to carve up the ground for several seconds, until the ditch, now to wide to jump across, spread across the street. Everyone from Gwen and Mark's school (with the possible exception of Jubilee, if she ever even counted, having stayed at the school for so little time) gaped, but the others didn't seem to find anything unusual in that at all.

The soldiers had stopped, of course, and were apparently trying to figure out how to get across the ditch. Not close enough to shoot, they just milled around it aimlessly, looking like ants that had encountered a stick.

Scott turned to the others behind him. "Go down the street, turn right, and keep going until you get to the park. There'll be a jet there. I know you don't trust us, but there's no other choice."

Gwen hesitated, looking to Mark. They both nodded. "Okay," Mark replied. "But if you're deceiving us, you'll regret it." With that rather pathetic line, he began to herd his students down the street.

Diane…Kitty…lingered, unsure if she could or should help. Wolverine, next to her, caught her eyes and shook his head. "No. We'll handle this. And you go, too, kid," he added, frowning at Jubilee, who hadn't budged. Kitty nodded reluctantly and jogged after the others, Jubilee, pouting slightly, following.


End file.
